What History Will Show for the Battle of Clearwire

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Earlier this week saw the beginning of a battle many of us knew was coming: DISH Network (NASDAQ: DISH  ) versus Sprint (NYSE: S  ) in the pursuit of Clearwire (UNKNOWN: CLWR.DL  ) . Both DISH and Sprint have been gunning for the telecommunications company's valuable spectrum in hopes of (for DISH) creating a powerful broadband network and, for Sprint, expanding that network. Investors on all three sides of the deal have seen short-term bumps in stock price due to the anticipation over who will ultimately win the prize. Let's lay out the details of the battle to determine who may come away the victor.

Home-field advantage
For Sprint, Clearwire is no stranger. The wireless company already owns half of Clearwire shares. In December, Sprint made an offer to pick up the rest of Clearwire's shares at a price of $2.97 per share. Clearwire's board of directors gave the nod of approval to the deal back then. At this point, the board members are apparently still on board for a Sprint deal, though they're now looking over DISH's counteroffer.

By striking first and having a longer history with Clearwire, Sprint seems positioned to win the battle, but it's not quite that simple. For one thing, DISH offered a substantial premium over Sprint's offer -- an additional $0.33 per share on top of Sprint's $2.97. The DISH offer is certainly more appealing on the surface, and the price premium is without doubt a reason for the Clearwire board to look over the offer even after accepting Sprint's, but early reports suggest DISH's offer is too conditional to be taken seriously.

If, then
Leading the charge in calling DISH's offer unreasonable is (spoiler alert!) Sprint. For one thing, DISH's offer targets Clearwire's spectrum -- 24% of it, to be exact. The company offered $2.2 billion in cash for the spectrum, and would require that Clearwire take care of construction, operation, and maintenance of the proposed 2.5 GHz network. DISH also stipulated that Clearwire could lease even more of its spectrum to the company as needed.

What is complicated, though are the many conditions placed within the proposal. According to a Sprint spokesperson, the DISH proposal, "includes a series of interdependent commercial agreements, debt and equity purchases and spectrum sales, which together with the other conditions required by DISH to complete the transaction, makes the proposal not viable."

Also, DISH's deal could hurt Sprint's current 50.8% position in Clearwire due to various conditions that temporarily forfeit shareholder rights. The Sprint spokesperson made it clear the company had no intention of giving up any of its shareholder rights.

It would appear from this current back and forth that DISH and Sprint have very little regard for each other's businesses at the moment, but even that isn't quite the case.

Getting confused yet?

Related transactions
Though DISH's Clearwire offer seems to tell off Sprint, the two companies have discussed their own potential partnerships in recent months.

DISH is pushing full speed ahead to develop its broadband network and compete head-to-head with the major telecoms. The company has spent billions on spectrum acquisitions and regulatory filings, and is likely to spend billions more.

Recognizing the immense difficulty in launching a new wireless network, Sprint approached DISH about a possible revenue-sharing agreement in which Sprint would be the real provider of the wireless network, which would be funded and marketed by DISH. Having a player in the wireless field on its team would certainly help DISH in entering the ultra-competitive game currently dominated by Sprint, Verizon, and AT&T. Rumors of the partnership were popular in early December, though sources say the deal was never officially on the table.

So if Sprint is likely to be the winner in the Clearwire acquisition drama, will DISH come to Sprint with its tail between its legs and ask for a bone?

Where to invest
If you are trying to time a stock purchase based on the Clearwire deal, it may not be the smartest strategy. It looks like Sprint will be the winner here, but DISH's offer could spark a bidding war and drive up Sprint's acquisition price substantially. This would probably have the opposite effect on Sprint's short-term stock price. Conversely, an investment in DISH in hopes of a surprise victory over Sprint is a difficult bet to make. Much of DISH's near- to medium-term success will be completely determined by its continued foray into the wireless game. In the meantime, the company's satellite television business is moving much slower than competitor DIRECTV, which has been killing it in Latin America and driving up average revenue per user in the United States.

In my opinion, the best move to make on this news is to sit and wait. Sprint is an interesting long-term pick, given its cheaper valuation metrics than competitors such as Verizon or AT&T. But wait until this dust settles to look further into it. As for DISH Network, I prefer DIRECTV as a stock pick.

As always, do your own due diligence and make sure you are picking the right stock for your portfolio.

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Read/Post Comments (1) | Recommend This Article (1)

Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

  • Report this Comment On January 11, 2013, at 12:20 PM, spokanimal wrote:

    You're article missed a couple of key points.

    First off, the FCC is going to be loathe to allow a Japanese company to control more spectrum than AT&T and Verizon have COMBINED. While it looked like their were few alternatives short of just denying the sprint bid... Dish changes that. The FCC could see the Dish involvement as a way to engineer a more diverse ownership of Clearwire's spectrum and given the emerging demand for it, that would bode well for a better deal for clearwire shareholders.

    Secondly, while nobody can buy all of clearwire without Sprint's OK, Sprint can't buy all of clearwire without the OK of 50% of clearwire's minority shareholders. Even before dish made their bid, it wasn't looking like sprint would get their vote... and all the dish bid is doing is strengthening their resolve and snagging any fence-sitters.

    Dan Hesse's biggest problem is that there are a LOT of minority shareholders that absolutely DESPISE him after 2 years of bashing clearwire and driving down it's share price to levels well below book value and further yet below it's net, liquidating value.

    Sprint has a real hairball on it's hands here... and nothing's going to cough that hairball up short of a significantly increased buyout bid, that's for sure.


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